Glittering Assemblage
by GAvillain
Summary: Maleficent seeks The Book of Prophecy to rule all worlds. However, to accomplish her task and get the better of Xehanort, she needs new allies to flock to her cause from new worlds. Villain protagonist. Crossover, predominantly Kingdom Hearts and Marvel, but also a few others (mainly True Blood and The Wizard of Oz). Some M/M and F/F likely as the story goes on.
1. Prologue: Collusion Course

The ruined halls of Villain's Vale stood as monument to how far Maleficent fallen. No longer was she the type to hold host in the grand hall of a magnificent palace. Now she was simply reduced to dwelling within a pile of rubble left behind by the reconstruction of the Hollow Bastion castle. Admittedly, the Vale had grown on her. It was humbling and provided an adequate representation of her current relevancy, for Hollow Bastion had never truly been hers. It was all a part of Xehanort's plan. She'd been reduced to a puppet, but now the strings were cut. Her advancement now would be of her own making.

Beating Xehanort at his own game was a fool's errand. The Darkness and the hearts were too complex, even for Maleficent's great powers. Trying to conquer the worlds like Xehanort would simply result in failure or further enslavement to the old man's desires. That would not be tolerated. Not again. No, now was the time to go about conquering worlds in her own manner. Once she obtained The Book of Prophecy, the very rules of the game would be in her hands, not Xehanort's. His perfectly arranged chessboard would be flipped over. He'd be left with nothing more than rubble, just as he left her. Turnabout is fair play, after all.

Maleficent stood out on the balcony, looking at the Great Maw through the clockwork Heartless crest adorning the tallest spire of the Vale. Truthfully, there wasn't much of a sight to behold, but the Maw's blue and purple stone had a certain beauty to it that allowed the mind to wander. The sound of a Corridor of Darkness from behind broke the evil fairy's concentration.

"Truly this is the lap of luxury," a male voice with a British accent said from behind her.

Maleficent whirled around to face the intruder. The man was dressed in strange gold, black, and green armor with a long, flowing green cape trailing behind him. Covering his ebony hair was an extravagant golden helmet with curled horns atop it. In his hand, he held an ornate spear befitting a king. Maleficent scowled at the man and allowed flames of green to radiate from her torso.

"You dare intrude upon my domain?" she growled. "A fatal mistake, worm."

"Such histrionics," the man said with a smirk. "I come not to do battle with you, mistress. On the contrary, I believe we can work together to some mutually beneficial conclusion."

Maleficent allowed her fires to subside. "Speak your business quickly. I have no patience for dawdling."

"I am Loki, King of Asgard," he introduced himself. "Well, the true king, anyway. You see, I must rule my domain under a guise of falsehood, masquerading as my father. The people of Asgard are not exactly positively predisposed towards me, despite the fact that the throne is mine by right. I wish to end my deception and rule with my own face, yet I am not powerful enough to hold my position from the rebellion that would inevitably ensue."

"And you believe I hold such a power?" she asked.

"With all due respect, m'lady, I do not," Loki replied. "You see, Asgard is a world of gods, many of who are seasoned warriors with over a millennium of battle experience. Your might is known far and wide, and I do not doubt your strength, yet I do not believe it would be enough to hold my kingdom."

Maleficent sneered. "Then why have you come here, King of Asgard?"

"Rumor has it that you seek the tome known as The Book of Prophecy," Loki continued. "The book's power is known even on Asgard. I believe it can win me total control of all Nine Realms, and I'm prepared to swear allegiance to you for the chance to use it. I have a kingdom and a vault of cosmic weaponry at my disposal. I shall put them both in servitude to you in exchange for reaping the benefits of the book's power. What say you to that?"

In truth, this encounter was most fortuitous. After all, with her current quest to obtain the Book of Prophecy, Maleficent had only Pete to aid her. He'd proven useful in the past, but this Loki figure seemed far more powerful and intelligent. Though that factor in and of itself presented problems. Pete was easy enough to keep loyal, but this Loki character was clearly ambitious, devious, and dangerous. Controlling him might not be so easy. Still, should he get out of hand, Maleficent was certain she could destroy him.

"Very well then," Maleficent spoke up, "I accept your generous offer. Though we shall need new allies for this quest. Most of my previous contacts are either dead or worthless. There are two whom I suspect may still be willing to aid in my cause, but they are not quite enough on their own."

"I have a few ideas," Loki nodded. "I shall depart at once to gather their aid."

"As shall I," Maleficent seconded. "You are dismissed. Go forth, Loki of Asgard."

Just as quickly as he had come, Loki vanished into another Corridor of Darkness, taking his leave. The sound of heavy footsteps running in the balcony became audible and, after a moment, Pete came into view, panting with exhaustion from running up the tower stairs.

"I heard voices, m'lady," Pete said. "Wanted to make sure you didn't need no back up, see? Was somebody up here with ya?"

"A new ally in our quest for The Book of Prophecy," Maleficent announced. "It would appear that our cause has found ignition anew. Can you travel to the Underworld to meet with Hades?"

"Of course, m'lady," Pete nodded. "Ol' flame top's just as angry and ambitious as ever. He's a natural ally for this job."

"Meanwhile, I shall travel to Atlantica," she said. "Ursula must be brought back into the fold."

"Umm, 'scuse me there, Maleficent," Pete said timidly, "But Ursula got turned into sushi by that twerp with the Keyblade. You plannin' to revive her?"

"No," Maleficent shook her head. "The previous instance in which I attempted a resurrection, the subject suffered from madness and amnesia. He bit the hand that fed. Obviously the nature of hearts is too complex for my powers to fully recreate. No, I do not believe reviving Ursula will be necessary. You see, I was able to cheat death by tapping into an ancient dark magic that sustained me. Ursula had similar abilities. I have no doubt in my mind that she's still out there, biding her time."

"Ya don't say?" he said with a chuckle, "Well then I think things are startin' to look back up for us!"

"Indeed," she nodded. "Soon, Xehanort will know how it feels to fall from power hard and fast."

* * *

 **A/N: This is just something new I wanted to try. It might turn into something, or it might not. We'll see how things go. Continuity notes: this story is set post-Kingdom Hearts: Dream Drop Distance and post-Thor: The Dark World, meaning at the time I'm starting it, it's current with both franchises.**


	2. Misery Loves Company

Once lined with the polyp remains of Ursula's poor unfortunate souls, now the entrance passageway into Ursula's grotto was unsettlingly quiet. Maleficent gracefully glided through the chambers in her half-manta ray form that she took in this world, with the sleeves of her cloak morphing into wings to carry her swiftly through the sea. As she reached the end of the corridor, a web of darkness covered the entrance into the main chamber of the sea witch's lair. Maleficent merely extended her staff outward and absorbed the darkness into the orb at the tip.

"Not quite the most durable protection spell, Ursula," Maleficent called out.

"Doesn't have to be," a deep and sultry voice answered back. "It just has to provide me with a forewarning if someone with magic has wandered into my humble abode."

Maleficent swam further into the main chamber of Ursula's lair, and the sea witch herself leaned out of a large conch shell hanging on the far wall to face her former ally.

"It appears I was correct in assuming that you'd tapped into the same darkness I had," Maleficent stated.

"Yes, well, you can't keep a good witch down," Ursula replied as slid out of her shell to meet Maleficent face to face.

"You did not come previously when I summoned you for my return," Maleficent sneered.

"So what if I didn't? Hmm?" Ursula said. "Your plan failed first time around, and I hardly had reason to hope for better when you sent a fat ol' catfish to collect me. If you're here to deliver me a reckoning for that, I should warn you..."

Ursula snapped her fingers, and the mouth of her cauldron opened, providing a reddish glow that illuminated the entire chamber.

"Down here, you're out of your element," Ursula continued, "and right smack dab in the middle of _mine_."

"There'll be no need for that," Maleficent said. "I have not come all this way to punish you. Rather, I seek to rekindle our alliance."

With a wave of her hand, Ursula closed the cauldron before her. "And what makes this time any different from our first little excursion?"

"Our failure in the past was due to one reason: Xehanort was using us from the beginning," she explained. "This time, we're changing the nature of the game itself. Surely one of your power has heard tale of The Book of Prophecy."

Ursula's eyes began to widen. "You have it?"

"Not yet," Maleficent shook her head, "But I have discovered a solid clue to the book's whereabouts."

Ursula began to chuckle to herself before bursting out into full out evil laughter. "Oh this is so exciting! You can count me in!"

"Excellent," Maleficent grinned. "Do you still possess your eels with the enchanted eyes? They could prove useful to our search by keeping a watchful eye of the worlds."

"I do indeed," Ursula nodded. "But I actually know a better way. There's a dark sorceress I know of, she didn't run in our old crowd but she'd have fit right in, whose magical specialty is scrying through the use of a magic mirror."

A devilish grin cracked onto Maleficent's face. "Take me to this sorceress."

* * *

The alternate Midgard that Loki found himself on seemed much the same as his own. The "New York City" of this world looked just as Loki recalled the city looking during his attempted conquest of the one connected to his home world. Yet Loki knew well that in crossing dimensions, there would inevitable be divergence on some level. Thanos had shown him the existence, not only of other worlds beyond the Nine Realms, but of alternate realities. These realities became accessible to him through a device thought lost to limbo: the Time Dialation Accelerator.

This particular version of Midgard was where this item of interest was originally built. It was damaged and running low on power from its trip through the void, but Loki was able to use his magic to stabilize it. Still, the device would be of far greater use once repaired by those who knew this technology. It'd taken a little digging, but Loki eventually found that the device was invented by a deceased Doctor Ohn in the employ of a man named Wilson Fisk. Fisk, the trickster god surmised, would be his link to repairing the Time Dialation Accelerator.

* * *

"They're closing in on the vermin," Herbert Landon announced to his employer. "The Insidious Six... Er... Insidious Four, as it were, will be upon The Chameleon's location in a matter of moments."

"Excellent, Landon," Kingpin chuckled. "That traitor might be able to hide from view, but he cannot hide from the honing signal you installed within his body. And now he shall know firsthand what happens to those who double cross The Kingpin."

"Never liked that Chameleon anyway," Rhino's voice declared from over the com system. "He always made me look stupid."

"You _are_ stupid, Rhino," Doc Ock's voice chimed in, "you pea-brained excuse for an odd-toed ungulate!"

"Get ready, men" Kingpin bellowed into the speaker. "On my signal. Three. Two. One. Attack!"

All that came over the com system now was the sounds of battle. Then came the sounds of the normally mute Chameleon crying out in pain. And then there came silence.

"Doctor Octopus reporting to base," he announced over the com. "The Chameleon problem has been _terminated_."

"Excellent, Octavius!" Kingpin declared. "Return to base, immediately!"

"It seems that even down two members, the Insidious Warriors are still a force to be reckoned with," Landon stated, patting Kingpin on the back.

"Speaking of which," Kingpin said, "have you located the Scorpion's fiancée that Vulture clued us in on?"

"I'm afraid she too has disappeared," Landon reported. "It is highly likely that she and the Scorpion have fled the city."

"No matter," Kingpin said with a wave of his hand. "We still have Doctor Octopus, Rhino, Shocker, and the Vulture at our disposal. Finding two additional supervillains to fill our vacancies should not prove too difficult for our resources."

"And I do so like a man with ample resources," a voice said from behind them.

Kingpin and Landon turned around to find themselves face to face with Loki.

"I am Loki, of Asgard," he introduced himself.

"The Norse god of mischief?" Kingpin asked. "How intriguing. The existence of Thor has been public knowledge for some time. I suppose it only makes sense that the other gods of old do as well. I presume you possess a power which allowed you to slip past my security systems undetected."

"Indeed so," Loki nodded. "Yet, for all my powers, I have not been able to fully repair _this_."

Loki produced the device tucked away in his satchel.

"The Time Dialation Accelerator!" Kingpin declared, his eyes-widening. "We thought it lost after the disappearance of the Green Goblin!"

"Not lost, simply moved on to another world," Loki said. "I thought you could help me repair it, and, overhearing your termination of your previous minion, I believe you and I could forge a quite substantial partnership."

"And how exactly does such a partnership benefit me?" Kingpin inquired.

"I see you for who you are, Fisk," Loki began, "a man who loves the taste of power and the climb to make it his own. You want this world for your own? I can grant you that, and, even better, I can open the door to more worlds than you'd ever dreamed."

Kingpin smiled. "Landon, have the best vintage wine brought up immediately. I believe Loki and I have much to discuss."

* * *

Maleficent and Ursula stepped out of the Corridor of Darkness into the castle courtyard. Maleficent was once again in her true form, and Ursula had taken the shape of a young human woman with brunette hair, the very same form she used to seduce Prince Eric before her second demise.

"The Dwarf Woodlands?" Maleficent asked.

"Indeed so," Ursula nodded. "When I retrieved Snow White for you from this world, I first encountered the sorceress I told you about. When I told her I would be taking the Princess far _far_ away from here, she helped me without question."

"And the name of this sorceress?" Maleficent questioned further.

"I'm afraid I don't know," Ursula admitted. "Only really got to know her by her reputations as 'The Evil Queen'."

"What a clever moniker," Maleficent scoffed. "Where is this Evil Queen?"

"The Evil Queen, you say?" a old, raspy voice asked from the far side of the courtyard.

Maleficent and Ursula turned to see an old peddler woman clothed in a black cloak standing next to a well.

"You dare to intrude upon our conversation?" Maleficent shot the old woman a venomous glare. "I am Maleficent, Mistress of All Evil, and you would do well to learn your place, hag!"

"Oh! My poor old heart," the peddler said, clutching her chest, "I meant no offense, your excellency. I merely wished to offer you my help. You see, I happen to know the Evil Queen."

"You do?" Ursula asked.

"Oh yes, quite intimately, in fact," the woman nodded as she walked over to the two villainesses.

"Take us to her, old woman," Maleficent commanded.

The old peddler woman nodded, but, instead of leading the two villainesses off in any certain direction, she produced a vial of purple liquid from the folds of her cloak. Ursula raised an eyebrow as the old woman removed the cork from the vial.

"Lightning cause a change of scene," she chanted, waving her free hand over the potion. "Reveal her now, the Evil Queen!"

Despite the fact that there was barely a cloud in the sky, a bolt of lightning struck down and hit the vial, charging it with power. Such a display of dark magic impressed Maleficent. Perhaps this old hag was more than she seemed. The woman took the now shimmering potion and gulped it down with a single swig. She dropped the empty vial to the cobblestone ground, shattering the glass. The woman's body began to contort and twist and seemed to grow progressively younger, becoming thinner, taller, and more beautiful with each passing second. Before their very eyes, the old hag morphed into the Evil Queen.

"How intriguing," Maleficent said, "For one as regal as you to hide as a lowly peasant woman."

"Alas t'is not a form I take willingly," the Evil Queen answered. "To rid myself of a wretched girl who dare to rival me, I assumed the guise of the Old Hag. Yet, all my attempts to reverse the spell have been only temporary. My potions can return me to my queenly countenance but only for brief intervals. I am doomed to spend half my life as an old crone for the rest of my days."

"Of that, I cannot help you," Maleficent stated. "Vast though my powers may be, undoing dark magic that has taken such root in your heart is something no sorcerer can accomplish without devastating repercussions."

"Disappointing but not surprising," the Queen replied. "At any rate, I have become somewhat fond of the Old Hag form. As a queen, I must always maintain the composure of regality. Under my assumed alter ego, my inhibitions can be released."

"Sounds like the Old Hag would great fun," Ursula chimed in. "Though this certainly explains where you kept vanishing off to when last I was here."

"Ursula," the Queen nodded. "It is good to see such a fellow devious mind once more. Though you two came not simply to hear my story; what is it that you wish of me?"

"I am told you bear a certain affinity for scrying magic," Maleficent explained. "My current quest requires a loftier view that only a scryer could offer. We seek the fabled Book of Prophecy. In exchange for your service, Evil Queen, you shall be allowed to utilize the book's powers however you may wish."

"I accept your generous proposal," the Evil Queen replied. "My Magic Mirror will be at your disposal."

"Though, angelfish," Ursula chimed in, "if we're going to be working together, we should at least be on a first name basis."

The Queen simply shook her head. "I no longer answer to my birth name. I am the Queen, now and forever, and I shall only be addressed as the Evil Queen or Your Majesty."

Ursula shrugged. "Suit yourself."

* * *

"So, lemme get this straight," Hades said, "Malef's gunning for the Book of Prophecy, and this little ol' book can tell the future better than the Fates, make up worlds right out of the blue, and also change anything we want?"

"That's right!" Pete nodded.

"What? Does she take me for some kind of putz?" Hades asked. "Sounds mashugana to me."

"Well, she's pretty convinced that book's the real deal," Pete said.

"Yeah, well, she said the same thing about the Princesses of Heart," Hades countered, "so excuse me if I don't exactly have faith in the not-so-reluctant dragon this time around. Ya got the concept?"

Pete was about to reply, but the emergence of a Corridor of Darkness cut him off early. From it appeared a man dressed in a black hooded cloak that obscured his face. Pete recognized it as being the uniform of Organization XIII.

"Hey, buddy, private convo here," Hades said. "You do NOT interrupt a god when he's in a meeting."

"My apologies," the figure said. "But it matters little where you two are going."

Dark portals appeared at Hades and Pete's feet, and, before either of them could protest, they fell through into the darkness.

"Such simple minded fools," the figure said to himself, "to think they had any chance against Xehanort."

* * *

 **A/N: Kingpin and the alternate Midgard are from Spider-Man: the Animated Series, which I'm picking up from right after the series ended. The Dwarf Woodlands is the Kingdom Hearts: Birth by Sleep version of Snow White and the Seven Dwarfs. In BBS, the Evil Queen's death is implied but never shown or confirmed, so, as such, I'm running with that she never died in this continuity (especially since in the first game, her face appears on Snow White's stained glass with her eyes open, implying that she's still very much alive and active).**


	3. The Hellfire Club

The ominous dark castle that once stood as the Western Frontier's seat of power and symbol of the Winkies' enslavement was now all but completely deserted. With the Tin Man now ruling the Winkies from a palace made of tin, there was little use for anyone to go near the domain of the Wicked Witch of the West, and the Winkies thanked all the gods for that on a daily basis. The wicked old witch was at last dead, and the Winkies could join the Munchkins among the newly liberated people of Oz.

Without the Witch around to give them orders, the flying monkeys took to the wind and scattered about, returning to their natural habitats. Well, all did save for one. The captain of the Wicked Witch's flying monkey guard still stayed behind. Ever loyal to his mistress, the captain contained the melted remains of the Wicked Witch within a black cast-iron crucible. Though his mistress no longer had the power to speak to him with no mouth of her own, the captain just couldn't shake the feeling that the puddle formerly known as the Wicked Witch of the West was still alive in there.

A Corridor of Darkness opened in the chamber and from it emerged Loki. The captain howled furiously and attempted to tackle the intruder to defend his mistress, but he soon found himself blasted by a beam of Gungir's power, knocking him back into the wall unconscious. Loki proceeded over to the cauldron containing the Wicked Witch's remains. It very distinctly still possessed a hint of life in its contents, albeit a dormant one.

"Tales of your wickedness have spread to many worlds far and wide," Loki said to the melted form, though he was not certain she could hear him in her current state. "You may just be of some use to me."

* * *

The Heartless situated the Magic Mirror on the wall in the newly designated mirror chamber in Villain's Vale. The Evil Queen stood before it with Maleficent standing several feet behind her to observe.

"Slave in the Magic Mirror," she chanted, "Come from the farthest space. Through winds and darkness I summon thee. Speak! Let me see thy face!"

The glass of the mirror roared with flames, and, when they subsided, the green and blue face of what appeared to be a theater mask floated in the center of the mirror.

"What wouldst thou know, my queen?" the mirror asked.

The Queen thought for a moment on how to best phrase her inquiry. "Magic mirror, do not jest. Reveal where the fabled book doth rest."

"The Book of Prophecies is obscured by light," the mirror stated. "Alas, my liege, t'is beyond my sight."

The Evil Queen growled with frustration. Maleficent had recruited her for her scrying abilities. If the mirror proved her unequal to the task, her days at Villain's Vale would be numbered.

"No matter," Maleficent spoke up, much to the Queen's relief. "Were the task _that_ easy, t'would be an insult. Proceeding forward, I found it most beneficial when that boy, Riku, served me as my apprentice. I would do well to find someone new to fill that void. Someone without a wretched conscience to hold him back."

The Evil Queen nodded and oriented herself back to face the mirror. "Magic mirror, I command you speak, reveal the person whom we seek. An apprentice to bear the Mistress's mark, one filled with rage and a heart of dark."

"In Arendelle's dungeon, bound by chain," the mirror answered, "this man's fury continues to gain. A prince trapped by own fiancée's guard, woe be to one Hans Westergard."

"Then it appears I must pay this Arendelle a visit," Maleficent announced.

Loki strutted into the chambers with his usual air of confidence.

"Ursula told me I'd find you here," Loki said.

"Loki, this is the Evil Queen," Maleficent said. "She and her mirror are aiding in discerning the location of additional allies."

"That is what I wished to speak with you about," Loki said. "I've managed to acquire one who is upstairs currently, and I may have a second to bring to the table as well. However, her physical form was liquefied. Do you possess any spells to reform a physical body."

"I am afraid I do not," Maleficent said. "Queen? Do you possess such a spell?"

"Alas, your excellency, I do not," she replied. "However, perhaps the mirror can tell us exactly how to recreate Loki's potential ally."

The Queen went to turn back to her mirror, but before she could phrase her question, she doubled over in pain. Her body began to shrink and widen and her clothes transform. Her Evil Queen persona dissolved away as the Old Hag appeared back in her place.

"Is that supposed to happen?" Loki whispered to Maleficent.

"This is no uncommon occurrence," the Evil Queen said, turning around to reveal her deformed face to Loki. "My peddler form is as much a part of me now as the regal queen. Now then, to the mirror."

"Certainly an interesting one to add to our ranks," Loki said so that only Maleficent could hear.

" _My_ ranks," Maleficent corrected. "Do not presume yourself to be on equal footing with me, Loki."

"Magic mirror of answers true," the Queen chanted, "Reveal how to forge a body anew!"

"Though the Witch was melted by water's flood" the mirror's voice spoke out. "The body can heal by vampire blood. But hold! Another ally there I see, a vampire who is as cruel as thee. To the town of Bon Temps you must jettison, to seek out one Russell Edgington. Beneath concrete he is laid to rest, until awoken at your behest."

Maleficent turned to Loki and said, "It would appear we both have an additional endeavor for which we must attend."

* * *

Finding where Russell was buried wasn't the hard part. Blasting through layers of concrete without drawing attention to himself or accidently harming Russell was. Loki slowly but surely carved away strips of concrete with blasts from Gungir. Eventually, Loki's hard work paid off when he caught sight of an emaciated hand protruding from the concrete. With a few more precisely placed blasts, the shriveled and damaged yet still breathing form of Russell Edgington was now free of its concrete prison.

"Can you hear me?" Loki asked.

Russell gave a weak nod.

"I'm going to administer you an elixir," Loki said, producing a pretty golden bottle from his satchel. "It will restore you to full health without your having to feed on an exorbitant quantity of human blood."

Loki uncapped the elixir and poured the shimmering golden liquid into Russell's mouth. The change was instantaneous. Russell began to grow and expand. His hair and nails began to grow back. His skin began to flesh itself out once more, removing the traces of concrete wedged into it. Within less than two minutes, Russell Edgington was back to his old self again.

"Holy shit," Russell said, shaking his head. "That it is some powerful stuff there. My humble thanks for your little miracle drug there, mister-"

"Loki. God of Mischief and rightful King of Asgard."

"Then I greatly thank you, your majesty," Russell smiled. "You plucked me out of a rather uncomfortable position. Concrete really chafes on the skin, and slowly dying of hunger wasn't exactly on my list of ways I'd want to eventually meet the True Death. So tell me, what's a tall, dark haired, and pretty deity like yourself want with lil' ole me?"

Loki stood up and extended his hand out to Russell. The vampire king took it and was hoisted up to his feet.

"You were shown to me by a magic mirror," Loki said. "I sought a way to restore a certain witch to physical form. The mirror told me the task would require vampire blood, and not only could you provide me that, but you'd also prove to be a most valuable ally."

"An ally in what, exactly?" Russell inquired.

"The ushering in of a new era," Loki answered. "An era where all the worlds are remade in our own image."

"Wait, worlds?" Russell asked. "As in plural?"

"Oh yes," he nodded, "there are many worlds in the universe. And once we obtain the fabled Book of Prophecy, we can change all of them to be exactly as we desire them to be."

"Sounds positively crazy," Russell chuckled, "but my definition of crazy has been radically altered as of late, so, tell ya what, I'll bite. This Book of Prophecy, if it can do what you say it can, could potentially help me to realize my dream of supernatural domination of this world."

"Quite so," Loki nodded. "And you could do it with the flick of a pen."

A Corridor of Darkness opened next to them.

"Let me show you," Loki said.

"Of course, darlin'," Russell nodded. "But, first, I am positively famished. I haven't eaten in months, after all. There's this lovely little clothing store across the street where I can replace these old concrete damaged clothes and have a bite to eat in one go."

Loki chuckled. "But of course, Mr. Edgington."

* * *

With Hans having returned a second time with his brothers in tow to seal Elsa in that urn, Elsa and Anna deemed him too dangerous to let return to his home country. His elder brothers were all extradited back to the Southern Isles by the diplomatic arrangements of his dear old dad. Of course, Hans's father hadn't bothered trying to get him out; he never was all that fond of his youngest son, not that Hans particularly cared. Admittedly, the dungeon cells of Arendelle were, at the very least, a step up from shoveling dung back at the Southern Isles. He was getting three square meals a day, benevolent treatment, and no manual labor. It wasn't quite the life he'd hoped for, but it'd do.

A flurry of green flames in the middle of his cell caused Hans to panic and scramble for the cell door as quickly as he could. As he went to bang on the door to call for help, a voice stopped him.

"Do not alert the guards," Maleficent commanded as she appeared from the flames.

The intensity and power in her voice was almost hypnotic, causing Hans to stop where he was and turn to face his guest.

"Now then," Maleficent said, "we haven't much time. I am Maleficent, Mistress of All Evil. Do you wish to be free of this prison, Prince Hans Westergard?"

"How did you-," Hans began. "Oh, never mind. Yes, yes, of course I do."

"Very well then," Maleficent nodded. "I shall facilitate your escape on the condition that you serve me willingly as my apprentice."

"You're obviously powerful," Hans said. "Why do you need me?"

"What I need is someone young and malleable," she explained. "Someone able-bodied and willing to do my bidding. Someone with great potential for darkness. And you... well..."

Maleficent looked around at the cell surrounding her. "You need someone old enough to know better."

"I admit I'm curious just to see where this goes," he admitted. "I just need... assurances that I won't be harmed in the process. My last encounter with a magic user left me frozen for three decades."

"Provided that you do not bite the hand that feeds," she replied, "no harm shall come to you. In fact, when I have completed your training, no harm will be _able_ to come to you."

"Maleficent, you said your name was?" Hans asked. "I think we've got great potential here."

* * *

The self created hole in Russell's wrist dripped blood into the cauldron containing the Wicked Witch of the West's remains.

"Just how much blood does witchy-poo need?" Russell asked.

"I am not certain," Loki admitted. "As much as it takes to see any change."

"Why waste time with the blood?" he asked. "After all, you're the one with that magical miracle drug."

"Which might be useful if the Witch had a mouth to ingest it," he countered. "Look! Look! She's beginning to take solid form!"

And indeed she was. Russell pulled back his arm and closed the wound on his wrist. The formerly liquefied witch was becoming less like water and more like a strange gelatin like figure ever expanding. The witch's form tumbled out of the cauldron and began to grow taller, gaining more and more definition. Her eerie green skin regained color, and her black dress and pointed hat seemingly grew right out of her very flesh. Within minutes, standing before the two men was the Wicked Witch of the West.

"Un-fuckin'-believable," Russell said with a shake of his head, "she's real too."

"Greetings," Loki began. "I am-"

"Loki, I know," the Wicked Witch interrupted. "And this is Russell Edgington. Though I had no ears in my melted state, I could still hear and understand what was said whilst I was... incapacitated. I know of the situation, and I happily accept the gracious offer."

Russell chuckled and turned to Loki. "You're just makin' new friends everywhere you go today, Mr. Popular."

* * *

Maleficent and Hans appeared in the main chamber of Villain's Vale to the sight of Ursula, Kingpin, and the Evil Queen complaining to each other about their respective past failures. Night had fallen on the Vale, and still she'd received no word from Pete or Hades.

"Ursula," she said, "has Pete returned?"

"Afraid not, Maleficent," Ursula replied. "Haven't seen him."

"Diablo," Maleficent said, beckoning to a raven perched up within the clockwork.

Diablo soared down from his resting place and landed atop Maleficent's outstretched hand.

"Depart for the Underworld," she instructed him. "Find those two fools and make it known that I demand their return immediately. Now go, my pet!"

The raven nodded and flew off out into the blackness of the night, soon vanishing from view within the shadows.

"Now then, has Loki returned yet from his quest to Bon Temps?" she inquired.

"I have indeed," Loki said as he entered the chamber with Russell and the Wicked Witch in tow.

"Excellent," she said with a devilish grin. "Whilst I had hoped to wait to begin until Pete returned with Hades, it would be foolish to delay further. For those of you who may not know, I am Maleficent, the Mistress of All Evil, and your new leader. Quickly, each of you state your name. It would do us all well to be familiar with our fellow allies."

"I am Loki, of Asgard. God of Mischief."

"Edgington. _Russell_ Edgington. Former vampire king of Mississippi."

"I am known far and wide as the Wicked Witch of the West."

"Ursula the Sea-Witch and the rightful Queen of Atlantica."

"Wilson Fisk, but I am better known by my title: the Kingpin."

"My name is of little importance. I prefer to simply be known as the Evil Queen."

"Prince Hans Westergard of the Southern Isles."

"Welcome all of you to Villain's Vale, our temporary base of operations," Maleficent said. "Together, we shall be known as The Hellfire Club. Our purpose, as many of you well know, is to seek out The Book of Prophecy, an ancient tome capable of transcribing events that have yet to transpire and even conjure new ones from its pages. Once we possess the book, all of our respective unholy desires can be brought to fruition."

"And how exactly do we know that such a book truly exists?" Kingpin interrupted.

"I initially believed the existence of the book to be a fallacy," Maleficent replied. "However, after a brief encounter with a world my enemies called the "date escape," I realized that such a power was not beyond the realm of possibility. My previous attempt to steal the worlds' data went unsuccessfully. However, now, with the aid of you seven, I truly believe we can finally succeed. Pledge your loyalty to me now."

Maleficent extended her staff outward over the circular stone table in the center of the room. Loki extended Gungir to join her, and Hans followed suit with his sword. The others, having no weapons on them at the moments, simply extended their hands into the center, showing their newfound allegiance.

The Hellfire Club was forged.

* * *

 **A/N: Though I borrow a few book elements here, my _Wizard of Oz_ canon is solely the 1939 film adaptation. Any backstory for the Witch in this fic will be of my own design, so neither _Wicked_ nor _Oz the Great and Powerful_ are canon here. I intercept _True Blood_ canon after season three but before season four. All seasons after three are going to be AU to this fic. For _Frozen_ , this story picks up after _Once Upon a Time_ season 4A (the _Frozen_ guest star arc).**


	4. Hubris

"Maleficent, my dear," Russell said as he approached his new leader. "I hope you don't mind my being so forward, but I couldn't help but noticed that you are a fairy."

"Indeed I am, Mr. Edgington," she replied. "What of it?"

"Well, as you are aware, I am a vampire," he said. "And while I am very greatful for the light tight sleeping accomodations made for me here during the day, I think it stands to reason that I could be of greater use to you if I had the power to Daywalk. You see, back on my home world, the blood of the fae allows vampires to do just that but only for a limited time. However, I'm confident that with a great enough scientific mind, fairy blood can be used to permanently secure Daywalking."

"A most intriguing proposition," Kingpin interrupted, putting his gargantuan arm around Russell's shoulders. "It just so happens that I employ three of the greatest scientific minds of my home world. I am confident they could grant you what you seek."

"Very well then," Maleficent said.

She held out her hand, and, in a small flurry of green fire, a diamond bottle appeared in her hands.

"I trust this well be enough of my blood for the experiment," she said.

"You are most gracious, Mistress," Russell said taking the bottle.

The sweet succulent scent of fairy blood enticed him once he caught a whiff of it. But he had to keep himself under control. This blood needed to serve a higher purpose.

"Mr. Fisk," Russell continued. "If you'd be so kind as to escort me to your homeworld, I'd be much obliged."

"We'll have to find Loki to open a portal," Kingpin said.

"No need for that," Maleficent said. "If you are to be in my ranks, you shall need to be able to open a Corridor of Darkness."

Green and black glowing light began to radiate around Russell and Kingpin. The two men could feel themselves growing stronger with the energy before it subsided.

"Now you hold the power to tap into the darkness," Maleficent said. "Guard your hearts well and do not rely too heavily on its powers, lest you wish to forfeit your own free will. The Corridors of Darkness will take you wherever you wish to go. You need only will it."

"Magnificent!" Kingpin chuckled.

He extended his hand out and willed a portal into being. The Corridors of Darkness obeyed and opened a pathway back to Crime Central.

"After you, Mr. Edgington," Kingpin said, gesturing to the portal.

"How positively gallant of you," Russell said as he proceeded through the portal with Kingpin following behind him.

No sooner had the two men departed that Maleficent was rejoined by Diablo flying back into the Vale and landing on the orb atop her staff.

"What have you to report, my pet?" she asked him. "Where are Pete and Hades?"

Diablo made a series of squawks and sounds that to most would simply sound like incoherent noise, but Maleficent understood him perfectly.

"They were not in the Underworld? Are you certain?" she asked.

Diablo replied with more squawks.

"Quite right, my pet," she said. "Hades would never willingly leave control of the Underworld to his two imbecilic minions. Something most unfortunate must have transpired. Very good work, Diablo. Now go. Keep an eye on the worlds and report back to me if anything seems astray."

The raven nodded and took back to the skies, soaring out of view. Maleficent, meanwhile, needed further answers on Hades and Pete's disapearance. In a flurry of green flames, she transported herself to the Mirror Chamber. The Evil Queen, having transformed back into her regal form, was lounging about on a couch reading a book whose cover indicated that its title was _The Divine Comedy_.

"I require the use of the mirror," Maleficent stated.

The Queen closed her book and stood up. "Of course, Mistress. What question eludes your sight?"

"My valet, Pete, and my former ally, Hades, have vanished without a trace," she explained. "I would have them found."

The Evil Queen chanted the words to summon the mirror from the farthest space, and the familiar face manifested beyond the glass.

"Magic Mirror, another feat," the Queen chanted. "Reveal the location of Hades and Pete!"

"Imprisoned on a world of another sort," it said. "They are held prisoner by Xehanort."

"Xehanort!" Maleficent spat in rage.

"I remember that name," the Queen said. "Long ago, a buffoon wielding a curious sword who failed to kill Snow White sought out my aid in finding a man by that name."

"No doubt one of the Key bearers," Maleficent said. "Xehanort is an old fool who first showed me worlds outside of my own. But, alas, he did so only to use me to fuel his own ambitions. Destroying him was already an inevitably, but now the process must be expedited. He has crossed a line. If he believes he can hold one of my own with impunity, then he is due for quite the rude awakening!"

* * *

"These mechanisms are incredible!" Hans said, studying one of the piledrivers the Restoration Committee left unoccupied in the currently under contruction Outer Gardens. "With just a push of a button, earth can be lifted from one location and moved to another!"

"It is quite amusing to watch you mortals gape in awe at primitive technology," Loki smirked. "Were you to see Asgard, the daze that would set upon you would like be one from which even I could not awake you."

Hans peeled himself away from imagining how to weaponize the strange new device (the mental image of using it to throw Princess Anna and her talkative mouth off a cliff was certainly a hard one to put aside) and turned back to Loki who was walking towards the town proper.

"Are you sure we should be seen in town?" Hans asked. "After all, Maleficent did instruct us to keep a low profile until she gave us our first assignments."

"Relax," Loki said, gesturing for Hans to follow him. "The only ones known in this world to be affiliated with our forces are Ursula, Pete, Hades, and Maleficent herself. It would do us well to establish ourselves as familiar faces amongst the local shopkeepers for the purposes of infiltration and building rapport."

"Don't speak to me as if I'm some amateur, Loki," Hans growled as he followed after his companion. "I happen to know a thing or two about subterfuge myself. And I know that two new faces in town entering on foot from Villain's Vale are going to raise some eyebrows."

"This world is a center of travel and commerce," Loki countered. "New faces are not going to raise any alarms, and unless someone has been observing our entrance with some telescope, no one is going to know from where we came. You're being cautious, and, as one who has been on many a journey with a pigheaded dolt that liked to charge had first into everything, I admire that. But you're not analyzing the situation as well as you should. Overestimating an adversary can be just as costly as underestimating one."

The two ascended the stairs into a covered walkway that lead into the town proper.

"What do you mean, I'm not analyzing the situation as well as I should be?" Hans asked. "I don't know the politics or the commercial relevance of this town. How could I have possibly come to that same conclusion."

Loki gestured to the area around them. "Give me an analytical read of this area we're walking through right now."

Hans groaned. "Cobblestone walls, cut exceedingly precise as if with some tool. They obviously have construction machinery more advanced than a medeival territory. Aqueducts on either side pouring water from the town out towards the Great Maw, meaning they have some degree of advanced plumbing. Umm... pipes, which I'm guessing probably carry that electricity stuff you mentioned. Overall I'm just seeing more and more evidence that they're an advanced people not to be taken lightly."

"A strong start, no doubts there," Loki said. "But you're not taking the next step. Look. The Cobblestones. Not only are they evenly cut, they're pristine with no moss in sight. Now think back. What did we just see in the Outer Gardens?"

"That costruction machine," Hans answered.

"Now, if they have that machine out there," Loki said, "And the cobblestone in here has not yet suffered wear and tear, what can you deduce about this area."

"It's new," Hans replied, "which means the city is expanding."

"Exactly!" Loki said. "Now then, you are correct about the pipes and the aqueducts. But those require men and equipment to maintain, and think about the placement of this area: just outside of the town proper. So, along with the expansion, what does that tell us."

Hans thought for a moment. "It means the people in charge are paying for it, which means the town is wealthy."

"Indeed it does," Loki nodded. "So from the expansion and the apparent wealth, we can deduce that this area is growing metropolis, which means?"

"Which means there are a lot of people the town is supporting," Hans answer, "so strangers are not an odd sight for the locals."

"Correct," Loki smiled. "Now then, though you had no way of knowing this, I can affirm that there are no surveillance devices in this area. Even not knowing that: use of technology to establish dominance over force normally outside of the power of mankind, expansion of the town beyond its borders, and wealth enough to maintain under-utilized areas. What one word would you use to describe the character of this town?"

Hans was beginning to catch on to where Loki was going with this. "Hubris. This town as a whole is exceedingly arrogant."

"That it is," Loki nodded, proceeding forward through the threshold into town at last. "And that is exactly why I am certain we have been unobserved and we will go unnoticed by anyone but those whom we interact with. This town is simply too populous and too arrogant for anything else. Keep your eyes open and listen, and all the worlds themselves will tell you everything you need to know."

* * *

Ursula pressed her hand against the stone crag that towered over her. The "Dark Depths" as this area was called was a ledge over-looking the Villain's Vale. The blue and purple stone shed some of its dirt at the touch. Ursula sniffed her fingers to confirm her suspicions: salt.

"Amazing to think all of this was once under the sea," Ursula mused.

"How can you tell?" the Wicked Witch asked.

"Oh trust me, I know the sea better than anyone. All of this was once submerged in the fathoms below."

"I'll count us lucky to be above sea level, then. My experiences with water have not been among my favorites."

"Ah yes, you melt if you come into contact with the stuff, don't you?"

"Not quite. True, I did melt when doused with water, but it was no ordinary water that did me in. It was water stolen from Glinda's Well of Light. Just as Darkness can manifest as a fire element, Light can manifest as a water element."

"That certainly sheds an interesting perspective on Hellfire and holy water in Abrahamic faiths," Ursula noted. "Do go on."

"I collected that water for research purposes," the Wicked Witch said. "If I could find a way to build an immunity to Light magic, I could make myself unstoppable and finally put that Glinda in her place. I kept my supply hidden in the North Tower for fear that one of my slaves might've used it against me. But by a dreadful stroke of misfortune, that just so happened to be the tower where my minions cornered the cursed brat who stole my sister's shoes. She mistook it for real water to put out the fires burning her friend, and, well, things didn't go well for me."

"It is a bit of an odd elmental association," Ursula said. "Water as Light and fire as Darkness, I mean. After all, fire gives off light, and if you go deep enough into water and you'll find the deepest darkness imaginable."

"A perspective I've admittedly never really considered," the Wicked Witch replied. "I've always just accepted it being the way it is. Presumably, it has to do with water being the source of all life and fire being the bringer of death. Though, I suppose even that's fallacy as the warmth of a fire can save a life and too deep an ocean can drown you."

"Well it matters little," Ursula dismissed the thought with a wave of her hand. "Spend too much time contemplating why things are the way they are, and we'll make ourselves into philosophers rather than conquerors."

"A rather deplorable development," the Wicked Witch cackled in agreement.

Two flurries of green flame began to burn in the middle of the Dark Depths. From the flames appeared Maleficent and the Evil Queen.

"Everything alright, dears?" Ursula asked.

"Unfortunately, no," Maleficent answered. "Pete and Hades have been abducted by Xehanort. In doing so, the old fool marks himself for my wrath. The others are currently away on other endeavors, but I am confident the four of us can muster enough power to show him that we are not a force to be trifled with."

"Do you know where Xehanort is?" Ursula inquired.

"The mirror was vague in its response," the Evil Queen said. "And apparently we've no way of entering his base that Maleficent has been within."

"The World That Never Was exists in a very temporally flexible state," Maleficent added. "It only exists in an accessable state some of the time, and currently it does not exist in our time. But no matter. Several former associates of Xehanort dwell within the walls of Radiant Garden. We simply must ignite a fire under them to find where Xehanort hangs his hat in the interim."

"An inspired idea, Maleficent," Ursula replied. "But there are ways to get what we want without sacrificing our element of surprise."

Ursula held out her hand and a sea shell appeared, resting on her palm. It looked a great deal like the one on her former necklace, but, instead of golden, this shell was a reddish shade of pink, giving off a faint glow.

"You see," Ursula began,"I happen to know someone who can help us."


End file.
